Capacity of Trustees Sample Clauses

Capacity of Trustees. Each Trustee is: a Trustee of the Free School in company law. The Trustees are responsible for the governance and supervision of the School and its committees and executives (including the Principal); and a charity Trustee with responsibility for protection of the assets of the School. The Trustees manage the affairs of the School and are responsible for its day to day operation. The appointment of Trustees The Trustees shall be appointed in accordance with Articles 45 to 80 of the Articles. On appointment, all Trustees shall be required to provide information to enable the Company Secretary to complete an AP01 form for submission to Companies House. The Company Secretary shall update the register of Trustees in the statutory books, submit details to Companies House and provide the required information to the DfE via the Secure Access system. Constitution of the Board of Trustees (the "Board") The Articles require there to be a minimum of three Trustees and a maximum of 11. The constitution of the Board is set out in the Articles. The Board is constituted as follows: up to seven Trustees appointed by Members; the Principal; one staff Director appointed under Article 50A; a minimum of two Parent Directors; In accordance with the Articles, the Trustees shall elect a Chair and Vice-Chair from among their number each academic year. A Trustee who is employed by the Trust is not eligible for election as Chair or Vice Chair. Meetings of the Board The Directors shall hold two meetings per term during the first year of operation of the school and there will then be at least three meetings in every school year following this. Meetings will normally be held towards the end of each term and the dates published at the beginning of each academic year. All meetings of the Trustees shall be convened and conducted as provided by the Articles. Each meeting of the Trustees will have an agenda and will be minuted. In consultation with the Chair, the Clerk to the Board of Trustees shall prepare an annual plan for the meetings of the Directors. Accountability of Trustees The Trustees are chiefly accountable to: the beneficiaries of the Free School (students at the School and their parents) and to the local community for the quality of education and pastoral care at the School, for matters of health and safety and for safeguarding and promoting the welfare of the students; the DfE, the Education Funding Agency and specifically the Secretary of State under the terms of the Fundin...
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Capacity of Trustees. The Purchaser acknowledges and agrees that any liability arising under or in connection with this Agreement is limited to and can be enforced against the Trustees only to the extent to which it can be satisfied out of the property of MGIF out of which the Trustees are actually indemnified for their liability. The Purchaser acknowledges that this limitation of the Trustees’ liability applies despite any other provision of this Agreement and extends to all liabilities and obligations of the Trustees in any way connected with any representation, warranty, conduct, omission, agreement or transaction related to this Agreement.
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Capacity of Trustees. The Transferring Trustee and the Receiving Trustee each enter into this deed in their capacity as the present trustees of the Transferring Scheme and the Receiving Scheme respectively. The Transferring Trustee warrants and declares that:
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Capacity of Trustees. 29 DISCLOSURE SCHEDULE The Disclosure Schedule shall include the following Sections:
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Capacity of Trustees. 61 EXHIBIT A PROMISSORY NOTE EXHIBIT B NOTICE OF ADVANCE EXHIBIT C ASSIGNMENT AND ACCEPTANCE SCHEDULE 1 EXHIBIT D FORM OF SUBORDINATED LOAN AGREEMENT EXHIBIT E FORM OF SUBORDINATED AGREEMENT EXHIBIT F FORM OF PLEDGE AGREEMENT EXHIBIT G FORM OF SECURITY AGREEMENT SCHEDULE I APPLICABLE LENDING OFFICES SCHEDULE 1.01(a) FBO CONTRACTS SCHEDULE 1.01(b) Management Contracts to be provided SCHEDULE 1.01(c) Material Contracts SCHEDULE 1.01(d) Material Contracts Allocated Values SCHEDULE 3.01(e)(iv) SCHEDULE 4.01(c) Authorizations and Consents SCHEDULE 4.01(h)(i) Collateral
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Capacity of Trustees. (a) Lenders, Administrative Agent and Collateral Agent acknowledge and agree that (i) Macquarie Specialised Asset Management Limited has agreed to provide security for the Senior Debt only in its capacity as Trustee of Macquarie Global Infrastructure Fund A and (ii) Macquarie Specialised Asset Management 2 Limited has agreed to provide security for the Senior Debt only in its capacity as Trustee of Macquarie Global Infrastructure Fund B and in no other capacities. The Lenders, Administrative Agent and Collateral Agent acknowledge and agree that any liability arising under or in connection with the Senior Debt and/or the Loan Documents is limited to and can be enforced against Macquarie Specialised Asset Management Limited and Macquarie Specialised Asset Management 2 Limited (collectively, the "Trustees") only to the extent to which it can be satisfied out of the property of Macquarie Global Infrastructure Fund A and Macquarie Global Infrastructure Fund B (collectively, the "Trusts"), respectively, out of which the Trustees are actually indemnified for their liability. Lenders, Administrative Agent and Collateral Agent acknowledge and agree that this limitation of the Trustees' liability applies despite any other provision of any of the Loan Documents and extends to all liabilities and obligations of the Trustees in any way connected with any representation, warranty, conduct, omission, agreement or transaction related to the Senior Debt.
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Capacity of Trustees. The trustees of Seller are signing this agreement in their capacity as such trustees, and only in such capacity; all obligations and liabilities hereunder or related hereto are obligations and liabilities of Seller and not obligations or liabilities of such trustees.
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Related to Capacity of Trustees

  • Responsibility of Trustee The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to any Holder to determine the Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities, property or cash that may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 14.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Notes after any event referred to in such Section 14.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.01, may accept (without any independent investigation) as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer’s Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. Neither the Trustee nor the Conversion Agent shall be responsible for determining whether any event contemplated by Section 14.01(b) has occurred that makes the Notes eligible for conversion or no longer eligible therefor until the Company has delivered to the Trustee and the Conversion Agent the notices referred to in Section 14.01(b) with respect to the commencement or termination of such conversion rights, on which notices the Trustee and the Conversion Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Conversion Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 14.01(b).

  • Removal of Trustees No natural person shall serve as Trustee after the holders of record of not less than two-thirds of the outstanding Shares have declared that such Trustee be removed from that office either by declaration in writing filed with the Trust's custodian or by votes cast in person or by proxy at a meeting called for the purpose. The Trustees shall promptly call a meeting of Shareholders for the purpose of voting upon the question of removal of any Trustee when requested in writing so to do by the record holders of not less than 10 per centum of the outstanding Shares. Whenever ten or more Shareholders of record who have been such for at least six months preceding the date of application, and who hold in the aggregate Shares having a net asset value of at least 1 per centum of the outstanding Shares, shall apply to the Trustees in writing, stating that they wish to communicate with other Shareholders with a view to obtaining signatures to a request for a meeting pursuant to this Section and accompanied by a form of communication and request which they wish to transmit, the Trustees shall within five business days after receipt of such application either (a) afford to such applicants access to a list of the names and addresses of all Shareholders as recorded on the books of the Trust; or (b) inform such applicants as to the approximate number of Shareholders of record, and the approximate cost of transmitting to them the proposed communication and form of request. If the Trustees elect to follow the course specified in clause (b), the Trustees, upon the written request of such applicants, accompanied by a tender of the material to be transmitted and of the reasonable expenses of transmittal, shall, with reasonable promptness, transmit such material to all Shareholders of record at their addresses as recorded on the books of the Trust (or at the telephone or facsimile number or e-mail or other electronic address most recently furnished to the Trust (or its agent) by the Shareholder), unless within five business days after such tender the Trustees shall transmit to such applicants and file with the Commission, together with a copy of the material proposed to be transmitted, a written statement signed by at least a majority of the Trustees to the effect that in their opinion either such material contains untrue statements of fact or omits to state facts necessary to make the statements contained therein not misleading, or would be in violation of applicable law, and specifying the basis of such opinion. If the Commission shall enter an order refusing to sustain any of the objections specified in the written statement so filed, or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all objections so sustained have been met, and shall enter an order so declaring, the Trustees shall transmit copies of such material to all Shareholders with reasonable promptness after the entry of such order and the renewal of such tender.

  • Nonliability of Trustees THE DECLARATIONS OF TRUST ESTABLISHING CERTAIN ENTITIES COMPRISING LANDLORD, COPIES OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (COLLECTIVELY, THE “DECLARATIONS”), ARE DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND, PROVIDE THAT THE NAMES OF SUCH ENTITIES REFER TO THE TRUSTEES UNDER SUCH DECLARATIONS COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF SUCH ENTITIES SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, SUCH ENTITIES. ALL PERSONS DEALING WITH SUCH ENTITIES, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF SUCH ENTITIES FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.

  • Duties of Trustees (a) The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default has occurred (which has not been cured or waived) the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

  • Number of Trustees (a) The number of Trustees shall be four, provided that the Holder of all of the Common Securities by written instrument may increase or decrease the number of Administrative Trustees. The Property Trustee and the Delaware Trustee may be the same Person.

  • Authority of Trustee An insurer shall accept the signature of the Trustee to any documents or papers executed in connection with such contracts. The signature of the Trustee shall be conclusive proof to the insurer that the person on whose life an application is being made is eligible to have a contract issued on his or her life and is eligible for a contract of the type and amount requested.

  • Limitation of Liability of Trustee and Indenture Trustee (a) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by Wilmington Trust Company, not in its individual capacity but solely in its capacity as Trustee of the Issuing Entity, and in no event shall Wilmington Trust Company, in its individual capacity or any beneficial owner of the Issuing Entity have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity.

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